Superior Spider-Man The Hero I Want To Be
by Celgress
Summary: Otto Octavius has always felt superior to those around him. When he assumes the identity of Peter Parker aka Spider-Man he has the chance to prove that superiority. After his new girlfriend, Anna Marie is gravely injured he places her mind in the body of Black Cat. With a reluctant Anna Marie by his side can he become the hero he wants to be or will he remain a deluded pretender?
1. Chapter 1

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Superior Spider-Man The Hero I Want To Be – Prologue

"Down under the night sky I'll lay in wait. I pray to whoever will listen to me. I fashion my own cross been crushed by its weight. There is no stronger message than dirt in your face."

Bones (2012) -Young Guns

New York City, night

Why had she followed him? He kept asking himself that question as he feverishly imputed data and commands into the myriad of devices that adorned his cramped personally laboratory. He knew he should not have told her his secret. That was a mistake. If only she had remained safely at home, none of this would be happening. Perhaps it was his fault. He should not have allowed her, or anyone else, to get close to him. His feelings for her were a liability he could ill afford. A weakness others could use against him to impair his effectiveness as the Superior Spider-Man. He should let her die. It would be best. One glance at her tiny, broken body laboring to breathe with help from a respirator knew he could not do that. Heaven help him he needed her. More than he could even admit. She was the one beacon of light in a life that until a few short months ago had been dominated by darkness. Without her he was nothing. Just an empty shell of a man and he knew he. He had to save her, but how?

His eyes roamed to a second examination table where another much different woman lay unconscious but otherwise in excellent health. Felicia Hardy aka Black Cat one time super powered thief and former love interest of Peter Parker. Beneath his mask, Otto Octavius sneered. If the trollop had not proved so difficult to subdue his dear Anna Maria Marconi would not have fallen victim to the explosion their battle caused by rupturing that gas mane before he could intervene. Black Cat was strong and durable. Nearly as physically tough as Spider-Man. Otto could not help but admire her impressive physical abilities and talent for combat from a strictly academic standpoint. If only they could be put to more productive use than petty theff. What a dreadful waste he thought.

Wait, that's it the answer. He experienced a eureka moment. He could utilize the same technology he had used to commandeer the body of Peter Parker the Amazing Spider-Man six months ago to place Anna Marie's mind into Felicia Hardy's metahuman body. Driven by Anna's genius intellect the new and vastly improved Black Cat would be a dynamo of crime prevention. Besides in saving his dear Anna Marie be would be doing the world a favor by removing an underperformer and replacing her with someone who could achieve great things blessed with her former gifts, as he himself had proven after becoming Spider-Man. There were no negatives that he could think of only positives, His solution to his current dilemma was truly inspired. You've done it again Otto!

Sometime Later

The eyes of the new Black Cat slowly opened. Anna Marie took one look at her current body then at the smiling, unmasked Otto. Her first reaction was one he did not expect. She slapped him across his face, hard. "Peter what have you done!?" She demanded.

"I take it you're upset my dear." Otto said rubbing his bruised cheek. "I assure you. I can explain everything."

"Alright Peter, explain, this," Anna Marie said. She gestured at her altered form. She then folded her arms over her rather buoyant chest. The alien sensation of which elicited a frown from her.

Otto suppressed an urge to chuckle in spite of the seriousness of the situation. "Where to begin?" Otto mused.

"How about with why I'm a Black Cat lookalike, or am I the actual Black Cat?" Anna Marie said with another frown.

In that moment he decided it was best to come clean. Holding back any longer would not work given what he had just done. Anna Marie was far to smart a person to be hoodwinked by any lie he could conceive on the spur of the moment. He just hoped she would not overreact.

"Get comfortable my dear, this may take awhile." Otto said at last.

Underground

The Green Goblin, king of all goblins, Norman Osborn sat atop his throne. Several dozen of his goblin minions thronged about preparing for war. The current Hobgoblin Phil Urich come forward and bowed before the throne dropping to one knee.

"I come bearing news my lord," Hobgoblin said.

"Speak," Green Goblin commanded.

"Your ever growing forces stand ready to take over the city a moment's notice my liege," Hobgoblin said. "We have secured access to the power and telecommunication grids. The police have been infiltrated, as has City Hall. No will stop us."

"Excellent," Green Goblin said steepling his gloved fingers under his masked chine.

"May I ask when we shall rise up and overthrow the normals my liege?" Hobgoblin said his head still bowed.

"In time, but not until my plan for revenge against Spider-Man is ready to be put into action." Green Goblin said.

"But my liege you have already subverted his spider bot surveillance system. We can move throughout the city freely without fear of detection. Why not move now while he remains ignorant of our presence? Strike while the iron is hot." Hobgoblin said in confusion.

"Patience Hobgoblin," Green Goblin said smiling sinisterly through his gruesome mask. "Good things come to those who wait. Destroying Spider-Man is no longer enough. I must rube his noise in the bile of total humiliated shattering every illusion of greatness he has ever entertained of himself first. After which I will take away everyone and everything he holds dear. Only then will I grant him the sweet release of death at my hands. Go, continue our preparations." Green Goblin dismissed his general by waving him off while visions of a beaten, half insane with grief, Spider-Man danced in his head.

To Be Continued

What do you think? Should I continue this story or not? Please leave a review or PM me to indicate your choice.

 **Author's Note One -**

 **This version of Black Cat gained her powers as a result of a somewhat deluded version of the same Super Soldier Formula that altered Steve Rogers aka Captain America (see Spider-Man the Animated Series for more info regarding the basis of this concept).**

 **Author's Note Two -**

 **Picking pairing categories for this story was a tad difficult. Because there is no OttoxAnna Marie option I instead picked SpideyxBlack Cat, due to the body swap/takeover aspect.**


	2. Chapter 2

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Superior Spider-Man The Hero I Want To Be – Episode One The Terrible Truth

Laboratory of Otto Octavius New York City, night

Anna Maria Marconi sat on the cold steel chair in silence. She stared straight ahead at one of the many banks of blinking, advanced computers that dominated the space. She could scarcely believe what she had been told. Her entire relationship with her loving boyfriend Peter Parker was based upon a monstrous lie. Not only was Peter Spider-Man but Peter was not really Peter at all, rather he was the villainous Dr. Octopus. Said same Dr. Octopus assumed Spider-Man's identity roughly six month before essentially murdering his predecessor in the process. He then placed her mind in the body of the super-powered thief Black Cat repeating the whole sordid affair. She felt sick to her no Black Cat's stomach.

"Say something," Otto said a hint of concern in his usually calm voice.

"How could you?" Anna Marie said at last her voice cracking under the strain.

"I had little choice, my dear. Untimely death would have resulted if I had not acted quickly." Otto said. "Your previous body was beyond saving. Even my considerable genius has its limits."

"Death did result. You killed an innocent woman so that I would live." Anna Marie said.

"Preposterous, Felicia Hardy the former Black Cat was far from innocent. She was an unrepentant career criminal who stole from every jeweler and museum in this city on multiple occasions no less. Unlike your research into bioluminescence as a source of renewable green energy her selfish, amoral activities contributed nothing to our world." Otto said dismissively.

"And that gave you the right to casually murder her?" Anna Marie said.

"I made a judgment call," Otto said. "I concluded your survival combined with the acquisition of Ms. Hardy's enhanced physical abilities would serve the greater good far better than would her continued mediocre existence."

"Otto," Anna Marie said. The until that point unfamiliar name felt strange on her lips. "You can't justify a wantonly immoral act be clamming it serves some greater purpose."

"Rubbish," Otto said. "Besides the matter is not up for debate. You are alive and in possession of Black Cat's body. Events will proceed from this eventuality rather than any speculative alternatives."

"Undo what you've done. Restore Felicia Hardy." Anna Marie said firmly a few seconds later.

"If I do, you'll die," Otto said.

"No person is so important she or he can usurp the rights of another." Anna Marie replied without hesitation. "Bring Felicia Hardy back Otto. I won't ask again."

"I would steadfastly refuse your foolhardy request. Thankfully the matter is moot anyway," Otto said.

"Why," Anna Marie demanded.

"When I implant your mind in her body I took the precaution of fully purging her mental patterns, so as to avoid a repeat of my own mental struggle with the remnants of Peter Parker's consciousness. Which I only successfully expelled, with great effort, recently." Otto explained. "If I should now purge your mental pattern Black Cat's form shall be reduced to an empty shell. There is no going back, my dear." Otto reached out to touch Anna Marie's shoulder reassuringly.

Anna Marie cringed away from him. "Don't touch me." She said.

"Anna, I-," Otto began.

"Stay away, I don't know who you are anymore." Anna Marie said.

"I'm the same man I've also been. The same one who is deeply invested in our relationship. Who would do anything for you." Otto said.

Anna Marie laughed bitterly. "That much is apparent." She gestured at her new body. "I'm curious, what became of my body?" She asked after a moment of silence not sure she wanted to know.

"Discreetly cremated my dear," Otto said. "I thought it best to spare you the trauma of witnessing the gruesome damaged it had suffered."

"Oh," Anna Marie said unsure how she felt about the fate of such a large part of herself. Best not to dwell on that fact but rather move on she thought. "I can't help but wonder Otto. Did you do this for me or for you?" She leveled a I mean business gaze at Otto.

"I, I don't understand." Otto stammered in confusion a rare state for him.

"It's rather simple Otto." Anna Marie said. "Was your main motivated saving me or was it fear of being left alone again? Remember, you once told me until we meet your life was a 'solo trek of unending misery'. Unless of course that was another lie?"

"My action was for both of us," Otto said. "I freely admit I can not stand the thought of being without you. You complete me." He then gave voice to the words he had been unable to until then. "I love you, Anna Marie Marconi. In fact," He pulled a small black velvet box from a concealed pocket of his Spider-Man suit. He opened the box to reveal a dazzling diamond ring. "I had planned to pop the question as they say upon my return this evening, however, things did not go as planned." There was a trace of sadness in his words.

A few hours ago nothing would have made Anna Marie happier. Now the sight of the engagement ring only left her numb. "Put it away, please Otto." She said softly not wanting to see it any longer. "I don't know who I am anymore, or who you are either, little own what I want. I can't marry you."

A heartbroken expression ghosted across Otto's face to soon be replaced by a hard expression. "As you wish, my dear." He ground out. Putting on his mask he turned away. "I need some air. I'll be back."

"Wait," Anna Marie said. "What am I suppose to do until your return?"

"I'm sure you'll think of something. You're a bright girl." With that, Otto swung away.

Anna Marie sat there stunned. How could this have happened? She asked herself. She was sitting in a body that was not her own after learning the man she thought she loved was a total stranger. Her talented, smart, caring, driven boyfriend was instead a metahuman, con artist, liar, and a murderer. What was she to do? What could she do? Was there an answer to this seemingly impossible dilemma she wondered. If there was she had no idea what it might be in that moment. She openly wept.

To Be Continued

 **Author's Note One -**

 **I apologize for another short chapter, but I felt I had to write this up while the scene was still fresh in my mind. Look for a longer chapter soon.**


	3. Chapter 3

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Superior Spider-Man The Hero I Want To Be – Episode Two The Terrible Truth Part II

 **Laboratory of Otto Octavius New York City, night**

Anna Maria Marconi had no idea what to do. Her boyfriend Peter Parker wasn't Peter Parker. Her body wasn't own. Her life as she knew it was over. The worst part of all was she still had feelings, strong feelings, for Otto Octavius. But Otto Octavius was a bad man, an unrepentant murderer several times over. Did loving a bad man make her a bad person? Her head, no Black Cat's head swam. She felt like she was going to be sick.

"This can't be happening. This can't be happening. This can't be happening." Anna told herself. "I've got to be dreaming. Yeah, I'm dreaming. Any second I'll wake and this nightmare will end. Peter will get a kick out of this when I tell him. No more late night snacks for me." Anna pinched her arm hard enough to bruise the skin which then rapidly began to heal but nothing else happened. She didn't wake up because this was no dream this was harsh reality.

"No, no, no, no, no," Anna said shaking her head vigorously. "No, no, no, no, no, no!" Anna slammed her balled up fist into the stainless steel examination table denting it severely. To her surprise, her hand remained unharmed. Anna stared at her hand in wonder flexing her fingers experimentally. "Black Cat is one strong girl," Anna said. Her scientific curiosity getting the better of her Anna could not help but speculate on what just transpired. She remembered reading somewhere years ago that Felicia Hardy's father had somehow memorized the Super Soldier Formula he later used it on his daughter. "Which would explain my I mean her prodigious physical strength and durability. Hitting that examination table as hard as I did should have fractured every bone in my hand yet it is clearly unharmed."

Anna slumped into a nearby chair her head in her hands. "What am I going to do?" She said aloud. At that moment Anna noticed the robot called Living Brain who was standing in the corner quietly observing her actions. "Is Otto using you to spy on me?" She demanded to know infuriated her suspicions would be proven correct.

"Master is concerned about your wellbeing, Mistress Marconi." Living Brain reported in its squeaky electronically generated voice.

"Don't call me that, not anymore," Anna said.

"Whyever not mistress? Anna Maria Marconi is your formal designation." Living Brain beeped.

"Before yes not so much now," Anna said glancing down at her strange new body.

"What shall be your new designation mistress?" Living Brain beeped.

"Black Cat I guess," Anna said uncertainly. "It'll have to suffice until I can think of something more appropriate."

"Very well Mistress Black Cat." Living Brain beeped.

"Where is Otto?" Anna asked following a moment of silence.

"I do not know master's current location, Mistress Black Cat. Master has disabled the onboard tracker unit in his suit." Living Brain beeped. "Master appeared distraught following your conversation with him. Are you displeased with master, Mistress Black Cat?"

"I sure am," Anna said. She got out of the chair and paced around the room. "Otto had no right to do what he did."

"I am confused by your reaction, Mistress Black Cat. Master preserved your continued physical existence by placing your consciousness in a new biological shell after your previous biological shell was critically damaged beyond repair. Why are you displeased by this action on the part of master?" Living Brain beeped. His computation circuits worked overtime but a logical reason for Anna's apparent disapproval eluded his logical mind.

"Because one he didn't consult me," Anna said counting off the reasons on her fingers while she continued to pace. "Two, he murdered another person so I could go on living. Three, he's been lying to me about his true identity since we met."

"Master is far from perfect by biological standards." Living Brain beeped. "However, this unit is certain of one thing."

"And what would that be?" Anna asked. She had stopped pacing and now stood directly in front of the blinking robot.

"Master loves you Mistress Black Cat. After your accident master told this unit he could not go on living without you. Master requires your presence to function at an optimal level of efficiency which is why master did what he did." Living Brain beeped. "Don't hold master's flaws against him."

"I don't know if I can ever forgive him. I'm sorry." Anna said.

"This unit does not require an apology, Mistress Black Cat, as this unit is incapable of emotional responses and thus offense." Living Brain beeped. "This unit will assist Mistress Black Cat anyway this unit can."

"Could you fetch me some proper clothing?" Anna asked.

"At once Mistress Black Cat." Living Brain beeped before it rolled off. Anna had no idea where or how the robot would locate clothing for her but at the moment she did not care much assuming it did so soon.

Anna sat alone with her troubled thoughts for about an hour before Living Brain returned with a pair of blue jeans, a red long sleeved shirt, panties, and a bra each in her size. "Where did you get these?" Anna inquired while putting on her clothes.

"This unit replicated the items of clothing via master's matter rearranger device." Living Brain beeped.

"What did you use for raw materials?" Anna asked.

"The clothing of your former body and those of Ms. Hardy." Living Brain beeped.

"I see," Anna said suddenly unnerved by the feel of her new clothing.

"Is something amiss Mistress Black Cat?" Living Brain beeped having picked up on Anna's dismay.

"Nothing you need concern yourself with," Anna said. 'This is going to take some getting used to.' Anna thought as she finished putting on her clothes which were snugger that she would have liked especially in certain places.

To Be Continued

 **Author's Note -**

 **I decided to save this story from the chopping block. Expect a new full-length chapter sometime early in March. Also, I've decided to give Black Cat (or in this case Anna) super soldier type powers like she had in the old Spider-Man Animated Series from the 1990s.**


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